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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 5.00% Dollar-Denominated Conv. Subordinated Notes Due 2014 | (3) | 10/14/2010 | J(4) | 15,000,000 | 05/15/2009 | 05/15/2014 | Common Stock | 4,032,258 | $ 15,000,000 | 0 | I | By Point Pleasant Ventures Ltd. (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAGRANGE GLG TRUST C/O GLG PARTNERS, INC. 399 PARK AVE., 38TH FLOOR NEW YORK, NY 10022 |
X | |||
| G&S TRUSTEES LTD C/O GLG PARTNERS, INC. 399 PARK AVE., 38TH FLOOR NEW YORK, NY 10022 |
X | |||
| Point Pleasant Ventures Ltd. C/O GLG PARTNERS, INC. 399 PARK AVE., 38TH FLOOR NEW YORK, NY 10022 |
X | |||
| G&S Trustees Ltd., by: /s/ Alejandro San Miguel, as attorney-in-fact | 10/18/2010 | |
| **Signature of Reporting Person | Date | |
| G&S Trustees Ltd., in its capacity as trustee of the Lagrange GLG Trust, by: /s/ Alejandro San Miguel, as attorney-in-fact | 10/18/2010 | |
| **Signature of Reporting Person | Date | |
| Point Pleasant Ventures Ltd., by: /s/ Alejandro San Miguel, as attorney-in-fact | 10/18/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Under the terms of a share exchange under a Share Exchange Agreement dated as of May 17, 2010 (the "Share Exchange Agreement") among Man Group plc ("Man") and Messrs. Pierre Lagrange, Noam Gottesman and Emmanuel Roman, together with their related trusts and affiliated entities, two limited partnerships that held shares for the benefit of key personnel who are participants in GLG Partners, Inc.'s ("GLG") equity participation plans and the permitted transferees of such limited partnerships, these shares were exchanged for 63,942,242 ordinary shares of Man at the exchange ratio of 1.0856 Man shares per GLG share (rounded to the nearest whole share). |
| (2) | G&S Trustees Limited (the "Trustee") indirectly held these securities solely in its capacity as Trustee of the Lagrange GLG Trust, a trust established for the benefit of Pierre Lagrange and his family (the "Trust"). The Trustee does not have any pecuniary interest in these securities. The securities had been beneficially owned indirectly by the Trust and the Trustee through Point Pleasant Ventures Ltd., a wholly owned subsidiary of the Trust. |
| (3) | Prior to the merger pursuant to the Agreement and Plan of Merger dated as of May 17, 2010, as amended, among Man, Escalator Sub 1 Inc. (a wholly owned subsidiary of Man) and GLG, with GLG as the surviving corporation and a wholly owned subsidiary of Man (the "Merger"), the notes were convertible at any time by the holder into shares of common stock at an initial conversion rate of 268.8172 shares of common stock per $1,000 principal amount of notes, which represents a conversion price of approximately $3.72 per share of common stock, subject to certain adjustments. |
| (4) | As a result of the Merger, the conversion rights of the notes were adjusted so that from and after the Merger, the notes may only be converted into cash equal to $4.50 times the number of shares of GLG into which the notes were convertible immediately prior to the Merger, subject to certain adjustments. |